Emerson and Aspen Technology announced that they had reached an agreement under which Emerson would acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $265 per share under an all-cash tender offer. The deal values the minority stake being acquired at $7.2 billion and the total company at a fully diluted market capitalization of $17 billion with an enterprise value of $16.8 billion.
Emerson currently owns about 57% of AspenTech’s outstanding shares of common stock following Emerson’s 55% majority investment completed in 2022. Upon the deal’s closing, AspenTech will become Emerson’s wholly-owned subsidiary.
The deal was unanimously recommended for approval by a special committee of the AspenTech Board of Directors composed of three independent and disinterested directors, which was formed to consider the non-binding proposal made by Emerson on November 5, 2024. Following the recommendation of this special committee, the AspenTech Board of Directors approved the deal. The Emerson Board has unanimously approved the agreement.
Under the terms of the deal, Emerson will make a tender offer to buy all shares of AspenTech common stock not already owned by Emerson for $265 per share in cash, which will be followed by a merger in which all of the outstanding shares of AspenTech common stock not tendered will be converted into the right to receive $265 per share of common stock, in cash. As previously announced, this tender offer is subject to a non-waivable condition that at least a majority of the AspenTech common stock held by minority stockholders be tendered and not withdrawn.
The deal is expected to close in the first half of the calendar year 2025, subject to the satisfaction of customary closing conditions. Emerson expects to finance the transaction with cash on hand and debt financing.
After the transaction closes, AspenTech’s common stock will stop trading on the NASDAQ.
Goldman Sachs and Centerview Partners are serving as financial advisors to Emerson, and Davis Polk & Wardwell is serving as legal advisors to Emerson. Joele Frank, Wilkinson Brimmer Katcher is serving as the strategic communications advisor to Emerson. Qatalyst Partners and Citi are serving as independent financial advisors to the AspenTech Special Committee, and Skadden, Arps, Slate, Meagher & Flom is serving as legal counsel to the AspenTech Special Committee. FGS Global is serving as a strategic communications advisor to AspenTech.
KEY QUOTES:
“This transaction marks a key milestone in our portfolio transformation, and we are excited to fully integrate AspenTech into Emerson to advance our vision for software-defined control. We look forward to offering AspenTech shareholders the opportunity to tender their shares at compelling and certain value while welcoming the AspenTech team into Emerson.”
- Emerson President and Chief Executive Officer Lal Karsanbhai
“We are pleased to reach this compelling all-cash agreement with Emerson, which is the culmination of the Special Committee’s thorough review of Emerson’s proposal. We are confident this transaction is the best path forward for AspenTech and its shareholders.”
- Chair of the AspenTech Special Committee Robert Whelan, Jr.
“Emerson has been an outstanding partner to AspenTech, and in this next chapter, we look forward to further differentiating our offering as we innovate to serve customers’ evolving industrial software needs. This agreement is a testament to the dedication of AspenTech’s employees, who have executed on our partnership and transformed the business to position it for future success.”
- AspenTech President and Chief Executive Officer Antonio Pietri